1 Introduction. 


Extra360 Technology Solutions Ltd. (Extra360) provides a range of solutions, products, and services (“Service(s)”) designed to assist merchants in managing loyalty reward programs. Apart from the free Service(s), Service(s) are purchased through a subscription plan, known as a Selected Subscription Plan. These programs utilize various methods, including but not limited to, coupons, discounts, points, referrals, sign-up incentives, and birthday campaigns, to engage their customers both online and in-store. These services are facilitated through the Extra360 platform (“Platform”), the Extra360 App(s), Wallet Solutions (“Wallet(s)”), and Website(s) (“Website(s)”). These services may integrate with third-party platforms, and Extra360 may utilize anonymized data insights to improve their functionality and offer a better user experience. By creating an account, accessing, or using the Services, you confirm that you have read, understood, and agree to be bound by this Agreement.

2 Extra360 Service(s) Users. This Agreement is applicable to all users of our Services, including:
a Merchants: Organizations or individuals utilizing Extra360 Services to manage loyalty reward programs for their customers under a Selected Subscription Plan.
b Customers: Individuals using Extra360 Services to manage their loyalty points with one or more Merchants.
c Users: End users of the Services, encompassing employees, representatives, consultants, contractors, or agents of a Merchant, Customers, and all other end users.  
“You” and “your” pertain to you if you are acting in your individual capacity, or the legal entity on whose behalf you are entering this Agreement, if you are acting on behalf of another legal person. If you are entering this Agreement personally, whether as a Customer or a Merchant who is a sole proprietor, you are also considered a User. If you are acting on behalf of another legal person, such as a corporation, you affirm you have the authority to bind that entity. You must ensure that every employee, representative, consultant, contractor, or agent using the Services on your behalf adheres to this Agreement. For Merchants, this includes any User creating an account associated with you (“Account”).   
Even if you access the Services via another platform integrated with the Platform, this Agreement still governs your use of our Services.

3  Acceptance. 
These terms of use for the Services, along with any Selected Subscription Plan and any other Extra360 documents or additional terms incorporated by reference (collectively, this “Agreement”), form a legal agreement between you and Extra360, governing your access to and use of the Services. By accessing or using any of Extra360’s Services, you agree to be bound by and comply with this Agreement. If you do not agree, you are not authorized to access or use the Services.

4  Updates and Changes to Agreement. 
Extra360 reserves the right, at our sole discretion, to amend this Agreement periodically by posting an updated version on the Website. All such amendments are effective immediately upon publication on the Website and apply to your continued access to and use of the Services. Your ongoing access to and use of the Services constitutes your acceptance of any such amendments. In the event of material changes to this Agreement, including changes impacting fees, termination rights, or data handling practices, Extra360 will provide written notice to you at least thirty (30) days prior to the effective date of such changes. Your continued use of the Services after the effective date of any material amendments constitutes your acceptance of the revised terms. For non-material changes, posting an updated version on the Website will serve as sufficient notice.”

5  Extra360 Services
a Services are provided by Subscriptions. Apart from the free Services, you purchase the Services through a subscription plan, known as a Selected Subscription Plan. Subject to your compliance with this Agreement and payment of applicable fees, Extra360 authorizes you to access and use the Services during the subscription term (“Subscription Term”) outlined in your Selected Subscription Plan and any free Services we expressly offer.

b Services are accessed by “Account” creation. To use the Platform and Wallet, each User must register and create an Account with Extra360, providing certain information, which may include a name, email address, username, and password (collectively, “ID”). You are responsible for maintaining the confidentiality of your IDs and must not use or disclose them to third parties, nor permit sharing of IDs. You are liable for all activities, charges, and liabilities associated with your Accounts, whether authorized by you or not. If you suspect any unauthorized use of an Account or ID, notify us immediately. Ensure your Users always provide accurate and complete Account information and inform us of any changes.

c You are responsible for providing the infrastructure to use the services. You are responsible for obtaining and maintaining all telecommunications, broadband, computer hardware, software, equipment, and services necessary to connect to, access, and use the Services.

d There are usage limits. The Services may be subject to usage limits and restrictions as specified in your Selected Subscription Plan or published on the Services. These include but not limited to the number of transactions/orders, access locations, the number of allowable Users or recipients/customers, and usage volumes (collectively, “Usage Limits”). It is your responsibility to ensure compliance with these Usage Limits. We may adjust Usage Limits by notifying you.

e We do NOT provide Professional Advisory Services. We provide online tools and materials through the Services to assist Merchants in creating and managing loyalty rewards programs. These tools, materials, and any other information provided are intended for informational purposes only and are not guaranteed to be accurate, complete, or current. They do not constitute legal, accounting, tax, or other professional advice. Decisions regarding the design, strategy, and use of any program are entirely yours. It is your responsibility to understand and comply with any laws applicable to loyalty rewards programs in your jurisdiction.

f There can be updates and changes to the Services. We reserve the right, at our sole discretion, to modify any part of the Services at any time for any reason, including changing, withdrawing, terminating, limiting, or expanding a Service or its features or functionalities, without notice or liability to you.

6  Fee Payments and Terms
a Service Fee Payments and Taxes. You agree to pay all fees outlined in your Selected Subscription Plan (“Service Fees”). These Service Fees are non-cancellable and non-refundable, based on the subscription plan purchased, and not on actual usage unless otherwise stated. You are not entitled to any refund for unused Services, even if we terminate or modify the Services for any reason. All Service Fees, expenses, and other amounts payable to Extra360 under this Agreement exclude any applicable sales, use, value-added, excise, or other taxes, tariffs, or duties (“Taxes”). You are solely responsible for paying these Taxes, even if they are not listed in your Selected Subscription Plan. You must promptly reimburse Extra360 for any Taxes paid on your behalf unless you provide satisfactory documentation showing these Taxes do not apply to you.

b Access Usage Fees. We reserve the right, but are not obligated, to monitor or audit your use of the Services. Additional charges will apply if you exceed any Usage Limits based on our then-current usage fees.

c Payment Terms. Unless specified otherwise in a Selected Subscription Plan or another agreement, Service Fees are due in advance on the first day of the Subscription Term. You will pay all Service Fees, expenses, and other amounts due to Extra360 under this Agreement in the currency specified in the Selected Subscription Plan or another agreement, without set-off or deduction. While we may offer third-party payment service options, we are not liable for such services or their providers in any way.

7 Merchant Data and User Content
a Anonymized Merchant Data. As a Merchant, you grant us a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable, and transferable license to anonymize and aggregate metrics and data related to User Content, Merchant Data, and any other use of the Services (“Anonymized Aggregated Data”), provided that such Anonymized Aggregated Data cannot be used to identify the Merchant, or the Merchant’s Users, customers, personnel, or any other identifiable individuals. You acknowledge and agree that Extra360: (i) retains full ownership of Anonymized Aggregated Data; (ii) possesses a full license to create derivative works and extract information from Anonymized Aggregated Data; (iii) is authorized to use Anonymized Aggregated Data to deliver, modify, update, correct, and improve the Services or for any other purposes; and (iv) may disclose, sell, and publish Anonymized Aggregated Data to any party through any means.

b User Content. You are authorized to create, record, submit, publish, and utilize (“submit”) text, images, photos, videos, audio, and documents (“User Content”) via the Services. You bear sole responsibility for all User Content and the consequences of submitting such content through the Services. We do not verify the accuracy, quality, content, or legality of User Content. Although we may review, analyze, filter, edit, block, or remove any User Content, we are under no obligation to do so. We are not responsible for identifying or preventing intellectual property rights infringements or non-compliance with Applicable Laws. Extra360 shall not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with User Content.

c Ownership and License. As between you and Extra360, you retain all rights, titles, and interests in and to the User Content you submit through the Services. By submitting User Content through the Services, you grant us a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable, and transferable license to use, host, run, reproduce, process, adapt, translate, modify, publish, transmit, distribute, and display User Content in connection with the Services. This license includes, but is not limited to, permission for us to: (i) deliver User Content in accordance with the preferences set by the Merchant using the Services; (ii) secure, encode, reproduce, host, cache, route, reformat, analyze, and create algorithms and reports based on access to and use of User Content; (iii) use, enhance, personalize, exhibit, broadcast, publish, publicly display, publicly perform, distribute, create derivative works of, promote, copy, store, and/or reproduce User Content on or through the Services; (iv) use User Content to test Extra360’s internal technologies and processes; and (v) use User Content to provide our services to other users and organizations, including using your User Content to provide the Wallet to Customers. You also grant us and allow us to grant each customer or other user of the Services, a non-exclusive license to view User Content through the Services. We reserve the right to retain (but not display, distribute, or publish) server copies of User Content that have been removed or deleted from the Services.

d Representations and Warranties. You represent and warrant that: (i) you own or have the necessary licenses, rights, consents, and permissions to use and publish the User Content you submit; (ii) the uploading of your User Content to the Service and the licenses granted to Extra360 under this Agreement do not and will not violate any person’s rights; and (iii) no payments of any kind shall be due by Extra360 to any person for the use or distribution of User Content.

e Responsibility to Obtain Consents. You are obligated to obtain all necessary consents, licenses, and waivers required to use the Services, including submitting User Content. This includes obtaining consents, licenses, and waivers from copyright, trademark, and other intellectual property owners, as well as any other individuals involved in the creation of User Content. If you are a Merchant, Extra360 may acquire electronic data pertaining to you, your Users, and your customers that is uploaded or provided to the Services by you, your Users, and your customers, including all personal information of your Users and customers for which you are the data controller under privacy and data protection laws (“Merchant Data”). You are solely responsible for obtaining all necessary rights, releases, and consents (including consents from individuals under privacy and data protection laws) from your customers and other third parties to permit the collection, use, and disclosure of Merchant Data as contemplated by this Agreement. We rely on you to obtain all required consents and provide all necessary disclosures to your customers in accordance with Applicable Law. By utilizing the Services, you represent and warrant to Extra360 that you have obtained all necessary rights, releases, and consents from your customers, Users, and other third parties to allow the collection, use, and disclosure of Merchant Data as contemplated by this Agreement and for the operation of the Services, and to grant us the rights specified in this Agreement.

f Prohibited Content and Activities. Certain content is prohibited when accessing or using the Services. You agree that, in connection with your access to and use of the Services, you will not upload, share, distribute, or engage in any activities involving content that:

i Prohibited Content:
1 Contains graphic or gratuitous violence.
2 Conveys messages of hate or hostility against any individual or group.
3 Encourages, glorifies, or facilitates the use of illegal drugs or substances.
4 Is predatory, harassing, or intended to bully or intimidate individuals.
5 Consists of repetitive or unwanted content, including “Spam” messages.
6 Promotes or incites racism, bigotry, hatred, or physical harm toward any individual or group.
7 Contains false, misleading, or deceptive information, or promotes illegal activities or conduct that is abusive, threatening, obscene, defamatory, or libelous.
8 Encourages or facilitates criminal activity or provides instructional information regarding illegal acts.
9 Violates or attempts to violate the privacy rights, publicity rights, intellectual property rights (e.g., copyrights or trademarks), contract rights, or any other legal rights of a third party.

ii Prohibited Activities:
1 Engage in hacking, tampering, or circumventing any security or authentication mechanisms in connection with the Services.
2 Exploit known or unknown vulnerabilities of the Services to gain unauthorized access, disrupt operations, or interfere with functionality.
3 Use the Services to engage in phishing, distribute malware, or otherwise engage in malicious activity intended to compromise data, security, or user trust.

iii Enforcement and Consequences:  
Extra360 reserves the sole discretion to determine whether content or activities violate this clause. In the event of a violation, Extra360 may, without prior notice:
1 Remove or disable access to the offending content.
2 Suspend or terminate your account or access to the Services.
3 Report violations to law enforcement, regulatory authorities, or other relevant entities as necessary.
4 Pursue any other remedies available under this Agreement or Applicable Law.

iv Compliance with Applicable Law:  
You agree to ensure that all content and activities comply with all applicable local, national, and international laws and regulations (“Applicable Law”). Failure to comply may result in immediate suspension or termination of your access to the Services, and Extra360 may take any additional legal or equitable action deemed necessary.

v Limitation of Liability:  
Extra360 shall not be held liable for any damages arising from enforcement actions taken under this clause, including content removal, account suspension, reporting to authorities, or any other actions taken in good faith to ensfoure compliance with this Agreement.  

8 Preservation of Content and Disclosure. We may preserve, disclose, or store User Content and Merchant Data if required to do so by Applicable Law or in the good faith belief that such preservation, disclosure, or storage is reasonably necessary to: (i) comply with legal processes; (ii) comply with this Agreement; (iii) respond to claims that any User Content or Merchant Data violates any person’s rights; or (iv) protect the rights, property, or personal safety of Extra360, customers, and the public.

9 Content and Licensing
a Extra360 Trademarks. As part of your Subscription Plan, you may be authorized or required to display trademarks owned or licensed by Extra360 (“Extra360 Marks”). You may only use Extra360 Marks to indicate your use of Extra360’s services, and you must follow any guidelines provided by Extra360. You agree that any goods or services associated with Extra360 Marks will: (i) comply with this Agreement, and (ii) include a loyalty program operated by Extra360. Any goodwill generated by such use will automatically benefit Extra360. Extra360 reserves the right to inspect your goods and services to ensure compliance, with reasonable notice.

b Content. The Services include information and data (such as text, images, photos, videos, audio, and documents) that are owned or licensed by Extra360, its suppliers, or licensors (“Extra360 Content”). Both the Services and Extra360 Content may be protected by copyright, trademark, patent, trade secret, and other intellectual property laws. Extra360 retains all rights, titles, and interests, including all registered and unregistered intellectual property rights worldwide, to both the Services and Extra360 Content.

c Ownership and License. The Services provided under your selected Subscription Plan are available only for the duration of the Subscription Term and are not sold to you. You are granted a license to use the software code provided solely for the purpose of utilizing the Services on your website. All rights not explicitly granted to you under this Agreement are reserved by Extra360. You are prohibited from copying, modifying, translating, publishing, broadcasting, transmitting, distributing, performing, displaying, using, or selling any Extra360 Content. Additionally, you may not alter, build upon, or disable any features of the Services. No part of the Services may be reproduced, duplicated, copied, sold, resold, accessed, or exploited for commercial purposes without our explicit written consent.

d Restrictions. You agree not to, and will prevent others from: (i) licensing, sub-licensing, selling, transferring, distributing, or sharing the Services or Extra360 Content; (ii) creating derivative works or altering the Services or Extra360 Content; (iii) disassembling, reverse-engineering, or decompiling the Services; (iv) using the Services or Extra360 Content to create a competing product; (v) providing the Services or Extra360 Content to third parties; (vi) using the Platform beyond the permitted applications in your Subscription Plan; (vii) removing or altering copyright or proprietary notices; (viii) causing harm via a computer network; (ix) violating applicable laws; (x) disabling or interfering with security features; (xi) uploading or storing harmful code; (xii) causing system malfunctions; (xiii) altering or deleting data without authorization; (xiv) disrupting the security or operation of the Services or Platform; or (xv) interfering with other users’ access to the Services or Platform.

e Feedback. By providing feedback, comments, or suggestions, whether from you, your users, or your customers, you grant us a worldwide, perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive, sublicensable, and transferable license to use, reproduce, process, adapt, translate, modify, publish, distribute, and display this feedback in connection with our products and Services. You also waive any moral rights in the feedback and agree to secure similar waivers from your users and customers.

10 Term. 
This Agreement shall commence on the date you, or any of your Users, first access the Services and shall terminate when Extra360 provides you with written notice of termination. If the Subscription Term is renewed in accordance with your Selected Subscription Plan, it will be at the Service Fees, or any increased rate, provided that Extra360 has given you notice of such increase no less than sixty (60) days prior to the renewal date. You may terminate the Selected Subscription Plan, or decline to renew the Subscription Term, in accordance with its terms. Absent a renewal process or term specified in your Selected Subscription Plan, the Subscription Term shall be for one (1) month and shall automatically renew for successive one-month periods unless you notify us of non-renewal at least two (2) weeks before the end of the then-current term, unless otherwise specified in your Selected Subscription Plan.

11 Termination.
a Suspension and Termination Rights. We reserve the right to immediately suspend or terminate your access to the Services at our sole discretion, including in instances where you breach this Agreement or Applicable Law, or fail to pay fees when due.

b Effect of Termination. Upon expiration or termination of the Selected Subscription Plan for any reason, your right to access and use the Services specified in the Selected Subscription Plan shall terminate. If Extra360 terminates your access to the Services for reasons other than a breach of this Agreement or non-payment, you may be eligible for a pro-rata refund of prepaid fees corresponding to the unused portion of your Subscription Term. No refunds shall be provided for terminations resulting from your breach of this Agreement or failure to comply with payment terms.

c Return of Merchant Data. At the end of the Subscription Term, if you are a Merchant, you will be entitled to extract specific Merchant Data of your customers, such as names and points balances, for a period of forty-eight (48) hours following termination. The format of the Merchant Data will be determined by Extra360. After this period, Extra360 reserves the right to delete all User Content and Merchant Data at any time and cancel your Accounts with us. Archived versions of the Services may include archived copies of User Content and Merchant Data, which may be retained by us for an archive cycle.

d Publicity. You hereby grant Extra360 a license to display, reproduce, and use your name and logo for promotional and marketing purposes.  

12 Compliance with Laws
a General Compliance Obligations. You represent and warrant that your use of the Services will comply with all applicable local, national, and international laws, regulations, and standards, including but not limited to privacy, data protection, anti-spam, consumer protection, and e-commerce laws (“Applicable Laws”). It is your sole responsibility to ensure that your use of the Services meets your legal obligations under Applicable Laws. Extra360 disclaims all liability arising from your failure to comply with Applicable Laws or to ensure that the Services meet your specific legal requirements.

b Privacy, Data Protection, and Anti-Spam Laws. If you are a Merchant, you acknowledge and agree to comply with all privacy, data protection, and anti-spam laws applicable to your use of the Services, including but not limited to the General Data Protection Regulation (GDPR) (EU), California Consumer Privacy Act (CCPA) (USA), UK Data Protection Act (UK), Personal Information Protection and Electronic Documents Act (PIPEDA) (Canada), Privacy Act 1988 (Australia), and any other regional laws. Specifically, you represent and warrant to Extra360 that:

i You will clearly post, maintain, and adhere to a publicly accessible privacy notice on all digital properties from which data is collected, ensuring compliance with applicable privacy and data protection laws. Such notices must provide sufficient information about the types of data collected, the purposes of collection, and your data-sharing practices, including your use of Extra360’s Services.

ii You will obtain and maintain all necessary permissions and valid consents required to lawfully collect, transfer, and process data using Extra360’s Services. Such consents must be informed, specific, freely given, and obtained prior to data processing, as required under GDPR or other applicable laws.

iii You will provide and obtain all notices and consents required by applicable privacy and data protection laws to enable Extra360 to deploy cookies and similar tracking technologies (such as web beacons or pixels) lawfully on and collect data from the devices of contacts and end users of the Service in accordance with and as described in our privacy policy.

iv You will not use Extra360 to send emails or other electronic messages without the recipient’s consent, in full compliance with anti-spam laws. Compliance may require you to disable certain features, such as email notifications.

v You further acknowledge that Extra360 has your prior written authorization to respond, at its discretion, to data subject access requests or other privacy-related inquiries received from your customers or contacts under privacy or data protection laws. Alternatively, Extra360 may refer such requests directly to you for resolution.

c Global Privacy Laws Compliance. If you process personal information under applicable privacy and data protection laws (such as GDPR in the EU, CCPA in California, or UK Data Protection Law). By using the Services, you acknowledge and agree to comply with the data protection regulations that apply in the regions where you and your customers are located.

13 Security
a Security Measures. Extra360 will implement appropriate technical and organizational measures to protect User Content (including personal information), taking into account the cost of implementation and the nature, context, scope, and purposes of the processing. However, you acknowledge that the use of the Services necessarily involves the transmission of Merchant Data or User Content over networks that are not owned, operated, or controlled by us, and we are not responsible for any loss, alteration, interception, copying, or storage of your Merchant Data or User Content across such networks. We cannot guarantee that our security procedures will be error-free, that transmissions of your Merchant Data or User Content will always be secure, or that unauthorized third parties will never be able to defeat our security measures or those of our third-party service providers. The Services are provided from data center facilities to which you have remote access via the internet, in conjunction with certain offline components provided under this Agreement. We may engage third-party service providers to offer limited parts of the Services, including data storage and processing, and you consent to us subcontracting these services to those third parties.

b Security Vulnerabilities. Extra360 is dedicated to maintaining the security of the Services, Merchant Data, and User Content, and recognizes the importance of collaborating with the security community to identify and resolve security vulnerabilities. If you become aware of a security vulnerability, you must promptly notify us at sh.support@Extra360.io, providing as much information as possible about its nature and scope. We will acknowledge receipt of all reported security vulnerabilities within 24 hours and will diligently address any identified issues. We will treat all reported security vulnerabilities confidentially to protect your identity and the security of the Services and will not retaliate against you for reporting a security vulnerability in good faith.

c Security Breach. If you become aware of any security breach in the Services, such as the loss or unauthorized use or disclosure of personal information in association with the Services, you must promptly notify us. If you are a Merchant, Extra360 will notify you without undue delay upon learning of an incident involving any loss or unauthorized access to or disclosure of any personal information for which you are the data controller. You will provide us with all the reasonable assistance we request in the event of a security breach.

d Maintenance and Repairs. Your access to the Services may occasionally be suspended or restricted to allow for repairs, maintenance, or the introduction of new facilities or services. Due to the nature of technical outages, we cannot guarantee advance notice for unplanned outages. We will not be liable for any delay or failure to comply with our obligations under these conditions if such a delay or failure arises from any cause beyond our reasonable control.

14 Third-Party Services
a Third-Party Services. The Services incorporate features or functionalities designed to interact and/or integrate with software, applications, or services provided by third parties (“Third-Party Services”). To utilize these features or functionalities, you may be required to access or purchase such Third-Party Services.

b Responsibility. Your use, access, or purchase of Third-Party Services through the Services is at your own risk. We disclaim responsibility for any Third-Party Services and for any acts or omissions of any Third-Party Service provider. Extra360 does not own, operate, or endorse any Third-Party Services and does not warrant any Third-Party Services. Extra360 makes no representations, endorsements, or guarantees regarding any Third-Party Services integrated with or accessible through the Platform. Your use of Third-Party Services is entirely at your own risk, and Extra360 disclaims any responsibility or liability for issues arising from your interaction with these services. You are solely responsible for reviewing and complying with any terms of use, privacy policies, or other agreements related to such Third-Party Services. These Third-Party Services operate independently of Extra360, and we do not guarantee their availability. Should any Third-Party Service provider cease to make their services available for interoperation with our Services, Extra360 may discontinue providing the related features or functionalities without entitlement to any refund, credit, or other compensation. Although we may, at our discretion, preview, verify, flag, modify, filter, block, or remove Third-Party Services, we are under no obligation to do so. You are responsible for complying with all agreements and legal requirements that apply to Third-Party Services, and we advise you to review the terms of use and privacy policies for all Third-Party Services to ensure compliance and ascertain how they may use your Merchant Data and User Content.

c Sharing with Third-Party Service Providers. By accessing or purchasing Third-Party Services, you grant: (i) us access to any accounts you have with such Third-Party Services and permission to share your Merchant Data and User Content with the Third-Party Service provider; and (ii) them permission to access or otherwise process your Merchant Data and use your User Content as required for the operation of the Third-Party Services. The Third-Party Service provider may import, or export data related to your Accounts, activity, and/or content, and otherwise gather data from you and your customers. We disclaim responsibility for the disclosure, use, alteration, or deletion of your Merchant Data and User Content and will not be liable to you or any third party for access to your Merchant Data or User Content by Third-Party Services.

15  Disclaimer of Warranties. YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO AND USE OF THE SERVICES IS AT YOUR OWN RISK. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY WARRANTIES, CONDITIONS, REPRESENTATIONS, OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WE SPECIFICALLY DISCLAIM ALL EXPRESS OR IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, TITLE, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EXTRA360 MAKES NO WARRANTIES THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR OPERATE WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES NOT SPECIFIED IN THE DOCUMENTATION, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

16 Indemnification. You shall indemnify, defend, and hold harmless Extra360 and its affiliates, parents, subsidiaries, licensors, partners, and their respective directors, officers, employees, agents, service providers, contractors, licensors, suppliers, successors, and assigns (“Indemnified Entities”) from and against any claim, demand, or proceeding brought by a third party against Extra360 or its Indemnified Entities relating to: (i) User Content or Merchant Data; (ii) actual or alleged violation of this Agreement; (iii) actual or alleged violations of Applicable Law, including any violations of your privacy obligations to any person; or (iv) violations of your obligations to your customers relating to your loyalty reward program (such as customer reward points) as managed by the Services. You expressly agree to indemnify, defend, and hold harmless Extra360 and its Indemnified Entities from and against any third-party claims, liabilities, damages, or expenses arising from or related to allegations of intellectual property rights infringement caused by the User Content or Merchant Data you submit or distribute through the Services. You represent and warrant that all content provided to Extra360 does not infringe upon any third-party intellectual property rights and that you have obtained all necessary permissions and licenses to share such content.

17 Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EXTRA360 OR ITS INDEMNIFIED ENTITIES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER FOR ANY: (I) LOSS OF USE, LOST PROFITS, LOST REVENUE, BUSINESS INTERRUPTION, OR COSTS OF PROCURING SUBSTITUTE SOFTWARE OR SERVICES; (II) LOSS, DAMAGE, CORRUPTION, OR RECOVERY OF DATA; OR (III) CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, AGGRAVATED, PUNITIVE, OR EXEMPLARY DAMAGES. EXTRA360 SHALL NOT BE LIABLE FOR ANY THIRD-PARTY SERVICES, ACTIVITIES OF THIRD PARTIES, ANY INTERNET CONNECTION OR TRANSMISSION ISSUES, OR FOR ANY DAMAGE, LOSS, OR INJURY RESULTING FROM HACKING, TAMPERING, THEFT, OR OTHER UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES OR YOUR ACCOUNTS, INCLUDING USER CONTENT.  
IN NO EVENT SHALL EXTRA360 OR ITS INDEMNIFIED ENTITIES BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER FOR AN AMOUNT EXCEEDING THE LOWER OF: (I) $100 USD; OR (II) THE FEES ACTUALLY PAID OR PAYABLE BY YOU TO EXTRA360 FOR THE SERVICES IN THE MONTH IMMEDIATELY PRECEDING THE DATE ON WHICH THE DAMAGES AROSE.  
THE EXCLUSIONS AND LIMITATIONS OF LIABILITY IN THIS SECTION APPLY REGARDLESS OF: (I) THE LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE; (II) WHETHER THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES; AND (III) ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY.

18 General.
a Entire Agreement. This Agreement constitutes the entire understanding between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written.

b Rights and Remedies. Except as expressly provided in this Agreement, the rights and remedies of both parties are cumulative and in addition to any other rights and remedies provided by law or in equity.

c Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of Ireland, without regard to any choice or conflict of law rule in any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods. Any action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts located in Dublin, Ireland, and you hereby irrevocably submit to such exclusive jurisdiction and venue. Each party waives all rights to a trial by jury in any legal proceeding arising out of or related to this Agreement.

d International Users. The Services are controlled, operated, and administered by Extra360 (or its licensees) from its offices within Ireland and are not intended to subject Extra360 to the laws or jurisdiction of any state, country, or territory other than those of Ireland. Those who choose to access the Services do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules, and regulations. You are also subject to Irish export controls and are responsible for any violations of such controls, including without limitation any Irish embargoes or other federal rules and regulations restricting exports. Additional charges, such as customs, fees, taxes, and import duties, are your responsibility. We may limit the availability of the Services, in whole or in part, to any person, geographic area, or jurisdiction we choose, at any time and in our sole discretion.

e Force Majeure. Extra360 shall not be held liable for any failure or delay in the performance of our obligations under this Agreement due to causes beyond our reasonable control, including but not limited to labor disputes, strikes, wars, riots, acts of terrorism, criminal acts by third parties, acts of God, pandemics, telecommunications or internet outages, or actions by governmental authorities and other unforeseeable circumstances beyond reasonable control.

f Further Assurances. You agree to execute such documents and perform such acts as may be necessary to give full effect to this Agreement.

g Inurement and Assignment. You may not assign this Agreement, nor any of the rights or obligations arising hereunder, in whole or in part, to any third party without our prior written consent. This Agreement shall be binding upon and inure to the benefit of the parties and their respective permitted successors and assigns. We may assign this Agreement, in whole or in part, including any rights or obligations hereunder, at our sole discretion.

h Waiver and Severability. A waiver of any term of this Agreement shall be effective only if it is in writing and signed by Extra360 and shall not be construed as a waiver of any other term. If any term of this Agreement is found to be invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect, invalidate, or render unenforceable: (i) any other term of this Agreement; or (ii) the same term in any other jurisdiction.

i Conflict. In the event of any conflict between the main body of this Agreement and the Selected Subscription Plan, the main body of this Agreement shall govern.

j Relationship. Nothing in this Agreement shall be deemed to constitute either party as the agent or representative of the other party, or both parties as joint venturers or partners for any purpose.

k Interpretation. In this Agreement: (i) the words “include,” “includes,” and “including” are not limiting; (ii) the word “or” is not exclusive; (iii) words denoting the singular have a comparable meaning when used in the plural, and vice-versa; and (iv) headings and captions are not part of the Agreement but are for convenience only. If you have any questions about this Agreement or wish to provide any feedback regarding the Services, please contact us at: sh.support@extra360.io.